Pasithea Therapeutics Corp. (Nasdaq: KTTA; KTTAW) has successfully closed its previously announced public offering, raising a total of approximately $6.3 million in gross proceeds to advance its clinical pipeline focused on neurofibromatosis type 1 (NF1) and other cancer indications.
The Miami-based clinical-stage biotechnology company completed a $5 million public offering of 3,571,428 shares of common stock (or pre-funded warrants) with accompanying Series C and Series D warrants. Additionally, certain investors exercised Series D warrants to purchase 914,286 shares, generating approximately $1.3 million in additional gross proceeds.
H.C. Wainwright & Co. served as the exclusive placement agent for the transaction, which was conducted under a registration statement declared effective by the Securities and Exchange Commission on May 6, 2025.
Offering Structure and Terms
The offering, priced at $1.40 per share (or per pre-funded warrant), included accompanying Series C and Series D warrants to purchase up to an additional 3,571,428 shares each. The Series C warrants carry a five-year term, while the Series D warrants expire after 18 months. Both warrant series have an exercise price of $1.40 per share and became exercisable immediately upon issuance.
Notably, a portion of the Series D warrants were exercised simultaneously with the closing of the offering, demonstrating investor confidence in the company's pipeline and strategy.
Advancing PAS-004 Development Program
Pasithea is primarily focused on developing PAS-004, a next-generation macrocyclic MEK inhibitor, for the treatment of neurofibromatosis type 1 and other cancer indications. MEK inhibitors target the MAPK pathway, which is dysregulated in NF1 and many cancers.
Neurofibromatosis type 1 is a genetic disorder characterized by the development of tumors along nerves throughout the body. The condition affects approximately 1 in 3,000 people worldwide and can lead to a variety of complications, including disfigurement, functional impairment, and an increased risk of certain cancers.
The company is currently conducting a Phase 1 clinical trial evaluating the safety, tolerability, pharmacokinetics, and preliminary efficacy of PAS-004. The macrocyclic structure of PAS-004 potentially offers advantages over existing MEK inhibitors, including improved target selectivity and reduced off-target effects.
Strategic Use of Proceeds
According to the company, the net proceeds from the offering will support several key initiatives:
- Ongoing research and pre-clinical studies
- Advancement of clinical trials for PAS-004
- Development of new biological and pharmaceutical technologies
- Potential strategic investments or acquisitions of complementary technologies
- Licensing activities related to current and future product candidates
- Working capital and general corporate purposes
"This successful financing strengthens our balance sheet and provides us with the resources to continue advancing our innovative pipeline," said Patrick Gaynes, Corporate Communications representative for Pasithea Therapeutics.
Broader Corporate Focus
Beyond PAS-004, Pasithea is pursuing a broader strategy focused on central nervous system (CNS) disorders, RASopathies (a group of genetic conditions caused by mutations in genes of the Ras-MAPK pathway), and MAPK pathway-driven tumors.
The MAPK (mitogen-activated protein kinase) pathway plays a crucial role in cell signaling and is frequently dysregulated in various cancers and genetic disorders. By targeting this pathway, Pasithea aims to develop treatments for conditions with significant unmet medical needs.
The company's approach combines targeted drug development with strategic partnerships and acquisitions to build a diverse pipeline addressing challenging neurological and oncological conditions.
Market Context and Outlook
The successful completion of this financing comes at a time when biotech companies are facing challenging market conditions for raising capital. Pasithea's ability to secure $6.3 million in total gross proceeds, including the immediate exercise of a portion of the warrants, suggests investor confidence in the company's scientific approach and development strategy.
As Pasithea advances its clinical programs, particularly the Phase 1 trial for PAS-004, investors and patients will be watching closely for data on safety, tolerability, and preliminary efficacy signals that could validate the company's approach to targeting the MAPK pathway in NF1 and potentially other indications.
